The following sets out the terms and conditions that apply to the use you are about to make of the Rio Brand Limited ("RioBrand") website (www.riobrand.com). If you have any questions about this agreement, you may contact us by e-mail at agreement@riobrand.com.

RioBrand may amend this Agreement from time to time without notice. Any amendments will be posted on the RioBrand web site and will take effect immediately on such posting in respect of services provided by RioBrand after (but not before) such posting.

This version of the Agreement (version 2.0) was issued on 19 December 2000.

1. Types of Users

RioBrand offers services to two types of user.

1. The first type of user is a person who searches the RioBrand repository using the RioBrand site and its search tools. This type of user is known as a searcher. Anyone can become a searcher.
2. The second type of user is a person who submits (or procures or authorises another to submit) a brand and information relating to such brand to the RioBrand repository on behalf of himself. This second type of user is known as a RioBrand account holder.

2. Fees and Payment

Searching

Searching the RioBrand site and repository and accessing any of the public content available on the RioBrand site and repository is free.

Registering and submitting brands

Registering as a RioBrand account holder is free.

RioBrand account holders pay fees for brands which they submit to the RioBrand repository. The Fee Scale is available separately at the RioBrand site (via a link) and is incorporated in this Agreement by reference. We may change our fees from time to time. Details of any changes to the Fee Scale will be notified on the RioBrand web site.

All fees are quoted in Sterling (British Pounds). Your bank or credit card operator may charge you for converting your fee into Sterling (British Pounds) if you choose to pay in another currency. You are responsible for paying all fees associated with using our services and all applicable taxes.

Payment Methods

You agree to make payment for our services either:

• By credit card or debit card; or
• Using RioBrand's fax back service.

To use your credit card or debit card

You must complete the submission information on screen and then opt for credit or debit card payment and enter your name exactly as it appears on the card you wish to use to make payment, filling out the billing address as it appears on your card statement. RioBrand needs this information to take your information and to validate your card, but will charge you when it puts your information into the RioBrand repository.

To use the RioBrand fax back service

You must complete the submission information on screen (including your fax number) and then opt for payment using the RioBrand fax back service. On receiving your completed submission and request for payment using this service, RioBrand will fax you an invoice. You will pay the invoice within 28 days of its issue date. Once payment of the invoice is received by RioBrand, your information will be put into the RioBrand repository.

At the time of making your submission and whether using our credit/debit card facility or the RioBrand fax back service you undertake that all details you provide to us for the purpose of making payment are correct; where using our card payment facility you also undertake that the credit or debit card is your own (or you are authorised to use it) and there are sufficient funds to cover the cost of your submission.

Renewal fee

A renewal fee will be due 1 year after your information has been placed into the RioBrand repository. RioBrand will endeavour to send out a renewal fee reminder at least 36 days before the renewal fee is due but is under no obligation to do so. The renewal fee may be paid by credit card or in accordance with any other written directions received from RioBrand.

If you fail to pay any invoice which is due and payable under this Agreement we will be entitled to charge interest on a daily basis on the due amount (together with any outstanding interest) from the date of such failure until payment (both before and after judgement) at an annual rate of 4% above the base rate of Barclays Bank plc for the time being in force. Non-delivery or non-performance of services by any third party shall not give you any right to delay any payment to us or to make any claim whatsoever against us. If we do not receive payment in full within 28 days of the date of an invoice this Agreement will be deemed to have terminated with regard to the service which you requested without further obligation to you and we may (but are under no obligation to) remove from the website and repository any details of the brand the subject of the payment or invoice. For the purposes of this Agreement, time of payment is of the essence.

3. Brand Ownership Rights

Submission to the RioBrand repository of a brand and any information relating to it does not alter the legal or equitable ownership of the brand. The information on the Riobrand site and in the repository is not comprehensive and should not be regarded as a complete source of information about brands. RioBrand has the right but not the obligation to monitor and edit or remove any content and takes no responsibility nor assumes any liability for any content posted by you or a third party. Furthermore, Riobrand reserves the right to amend, extend or withdraw the site and/or the repository in whole or in part and without notice to you.

Searchers are advised to seek independent legal advice and also to make independent checks as to the validity of the information displayed before acting on the results of their searches of the RioBrand site (including the repository). RioBrand makes no claim that any account holder is the legal or equitable owner of any brand or any information relating to it that the account holder submits to or which appears on the RioBrand site or in the repository. RioBrand is not involved in the ownership, creation or promotion of the brands which appear on the site or in the repository and therefore makes no representation concerning the accuracy of brands, or the information relating to them.

RioBrand account holders:

You agree not to submit a brand or any information relating to it which you are not entitled to submit (for example because you do not own it or are not otherwise authorised to submit it). Where you are not the rightful owner of a brand or information relating to it, you are responsible for obtaining the permission of the rightful owner of the brand or information before you submit it to RioBrand. In the event that you or the rightful owner subsequently relinquishes rights to a brand that you have successfully submitted to RioBrand and which are included on the site or in the repository, you are responsible for supplying to us in writing the relevant amendments to the brand owner information in the repository or notifying us that the brand should be withdrawn from the repository. You may perform the necessary amendments or withdrawal by using the brand management functions of the RioBrand web site.

On submitting the brand you grant RioBrand a worldwide, royalty-free, irrevocable, perpetual licence to use, distribute, display and reproduce the brand and any information or representation relating thereto (including any registered trade marks) for the purposes of RioBrand's deposit, search and view service and you warrant that you are authorised to grant this licence. Such licence shall extend to searchers for use by them in accordance with the terms of this Agreement.

4. Your Account

Account holders are responsible for maintaining the confidentiality of their account and password.

5. Agents

You agree that, if your agent submits brands or information or purchases our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. Your continued use of our services (including the continued display of any brands or information in the repository of which you are aware) shall ratify any actions of your agent (whether or not authorised). By acting on your behalf, your agent certifies that he or she is authorised to apply for our services on your behalf, that he or she is authorised to bind you to the terms and conditions of this Agreement and that he or she has apprised you of the terms and conditions of this Agreement. In addition, you are responsible for any errors made by your agent. We will not refund fees paid by you or your agent on your behalf for any reason, including, but not limited to, the failure of your agent to comply with the terms and conditions of this Agreement, your agent incorrectly providing information in the application process or your agent changing or otherwise modifying your brand information incorrectly.

6. Fraud

Without limiting any other remedies, RioBrand may suspend or terminate your account if you are found by any legally recognised means to have engaged in any fraudulent activity in connection with the RioBrand web site or any brand or information displayed on it.

7. Brand Ownership Disputes

Your use of the RioBrand repository for conducting searches may reveal the existence of brands which you believe may infringe your rights or the rights of another party known to you. RioBrand cannot resolve any disputes as it simply provides a search and notice facility. You may use the contact details that are included with each brand in the repository to pursue your enquiries. Account holders agree that their contact details may be used for this purpose.

In the event that you have a dispute with any RioBrand user or users, you release RioBrand (and its officers, directors, agents, subsidiaries and employees) from any claims, demands and damages (actual and consequential) of any kind arising out of or in any way connected with any such disputes.

8. User-Supplied Content

Any information (including text, still images, moving images and sounds) that you supply to the RioBrand repository or the RioBrand site or which at any time thereafter is displayed on the site:

1. shall be accurate and as comprehensive as reasonably possible;
2. shall not be false, inaccurate or misleading;
3. will be updated by you (particularly if it becomes false, inaccurate or misleading) by written notice to us if the information was previously provided by you or on your behalf and is contained in repository;
4. shall not be fraudulent or involve the representation of counterfeit or stolen items;
5. shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
6. shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising);
7. shall not be defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
8. shall not be obscene or contain pornography;
9. shall not contain any viruses or other computer programming routines that may or will damage, detrimentally interfere with, intercept or expropriate any system, data or personal information;
10. shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;
11. shall not be such as to cause us to violate any applicable law, statute, ordinance or regulation or bring us into disrepute with any professional body, trade organisation, government department or inter-governmental organisation.

RioBrand reserves the right to remove any item from the RioBrand repository or the RioBrand web site which we deem to be unacceptable or which RioBrand in its sole discretion has reasonable reason to believe falls within any or all of (a) to (k) above.

9. Linked Web Sites

We make no representation about other web sites which are linked from the RioBrand web site. RioBrand has no control over the content of any web site which is linked from our web site. The presence of a link to a web site does not mean that we accept any responsibility for the content, use, or products and services which may be made available through such web site.

10. Use, Replication and Interference

The content of the RioBrand site is protected by UK and /or international copyright laws. All site design, text, graphics, the selection and arrangement thereof, and software compilations, underlying source code, software (including applets) and all other materials on the site are owned by (or licensed to) Riobrand.

You may replicate any information taken from the RioBrand website and the repository solely for the purposes of evaluating any individual brand and the information relating thereto contained on the website or in the repository.

The information on this website and in the repository may only be used:

1. in the ordinary and proper course of your business and any such use must be incidental to your normal business; or
2. for private or personal purposes

("Authorised Purposes").

Information, graphics or any other materials on the site or in the repository may only be copied if the use is for an Authorised Purpose and subject to no more than 100 results per day, either alone or in conjunction with others, being copied. Copying must be onto a clipboard.

You must not supply, sell or otherwise provide information from the RioBrand site or repository to any third party without RioBrand's written permission.

You agree that you will not use any automatic device, or manual process to monitor or copy RioBrand's site or any web pages or the content contained herein without our prior written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper functioning of the RioBrand repository or the RioBrand site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our systems. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for brands successfully submitted to the repository under your own account) from our site without the prior expressed written permission of RioBrand and/or the appropriate third party. All other rights are reserved.

11. Breach

Without limiting other remedies, we may immediately issue a warning, suspend your account or terminate your account and refuse to provide our services to you:

1. if you breach this Agreement;
2. if we believe that your actions may cause legal liability for you, our users or us.

12. No Warranty

WE PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OR REPRESENTATION AS TO THE SITE OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED IN IT. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR OWN RISK AND IMPOSES NO OBLIGATION OR OTHER LIABILITY ON US.

TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, RIOBRAND EXCLUDES ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR PURPOSE. RIOBRAND DOES NOT WARRANT THAT THIS SITE, ITS SERVERS OR ANY E-MAIL SENT ON ITS BEHALF ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

RIOBRAND TAKES NO RESPONSIBILITY FOR INFRINGEMENT OF TRADEMARKS, COPYRIGHT OR ANY OTHER FORM OF INTELLECTUAL PROPERTY PERPETRATED USING RIOBRAND SERVICES.

Some disclaimers are not allowed in some jurisdictions, so some or all of this disclaimer may not apply to you, and you may have additional rights.

13. Limitation of Liability

RIOBRAND SHALL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS REGARDLESS OF WHETHER ANY SUCH LOSS OR DAMAGE WOULD ARISE IN THE ORDINARY COURSE OF EVENTS OR OTHERWISE, OR IS REASONABLY FORESEEABLE OR IS OTHERWISE IN THE CONTEMPLATION OF THE PARTIES IN CONNECTION WITH THE SITE. NO LIABILITY IS EXCLUDED TO THE EXTENT SUCH LIABILITY MAY NOT BE EXCLUDED OR LIMITED BY LAW. IN PARTICULAR, NOTHING IN THIS DISCLAIMER SHALL LIMIT OR EXCLUDE THE LIABILITY OF RIOBRAND FOR FRAUD OR FOR ITS NEGLIGENCE WHICH CAUSES DEATH OR PERSONAL INJURY.

OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT OF FEES YOU PAY TO US IN THE TWELVE MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) 100 POUNDS STERLING.

Whilst RioBrand makes reasonable attempts to exclude viruses from this site, it cannot guarantee such exclusion and no liability is accepted for viruses. You are recommended to take all appropriate safeguards before downloading information from this site. No liability is accepted for the contents of any site operated by a third party that may be accessed via links from this site. Such links are provided for your convenience only and do not imply that RioBrand approves or recommends the content of such sites.

Limitations of liability are not allowed in some jurisdictions, so this limitation of liability may not apply to you and you may have additional rights.

14. Indemnity

You agree to release, indemnify and hold us and our contractors, affiliates, officers, directors, agents, shareholders and employees harmless from any claim, liability, damage, cost, expense or demand, including reasonable attorneys' fees and expenses, made by any third party relating to or arising out of your breach of this Agreement or to the documents it specifically incorporates by reference, or your violation of any law or the rights of a third party.

15. Legal Compliance

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our web site and services.

16. No Agency

You and RioBrand are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

17. Disputes

Any dispute relating to your visit or use of RioBrand's site shall (to the extent possible) be submitted to non-binding mediation in accordance with the WIPO Mediation Rules. The mediation shall be held in London. If such mediation cannot resolve the dispute within 90 days of a request for mediation being made by one party to the other, the parties may commence proceedings. However, if any party believes that an act or failure to act of the other party would cause irreparable or immediate injury, that party may bring proceedings for interim relief.

18. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Rio Brand Limited, 33 Cornwall Crescent, London W11 1PJ, UK in the case of RioBrand or, for searchers or RioBrand account holders, by registered mail or by hand to the address provided to RioBrand during the registration process. Where notice is given by mail, notice shall be deemed given seven days after the date of mailing, in the absence of proof to the contrary.

19. General

In order to constantly improve our services we may monitor our customers' use of the site. Any reports that we generate will not identify individual customers (or any personal information about them).

The parties do not intend this Agreement (or any part thereof) to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.

By using RioBrand's site, you agree that this Agreement is governed in all respects by the laws of England and (subject to the mediation process referred to above) submit to the exclusive jurisdiction of the Courts of England and Wales. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force. Section headings are provided for reference purposes only and in no way define, limit, construe or describe the scope or extent of any section. Our failure to act with respect to a breach by you or by others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.